United States District Court, S.D. New York
OPINION AND ORDER
Vincent L. Briccetti United States District Judge
Carl Zeiss Microscopy, LLC, a New York limited liability
company, brings this diversity action against defendant
Vashaw Scientific, Inc., a Georgia corporation, for breach of
contract, or, in the alternative, for account stated and
the Court is defendant's motion to dismiss the complaint
pursuant to Rules 12(b)(1), 12(b)(3), and 12(b)(6). (Doc.
following reasons, the motion is DENIED.
Court has subject matter jurisdiction under 28 U.S.C. §
purpose of ruling on the motion to dismiss, the Court accepts
as true all well-pleaded factual allegations in the
complaint, and draws all reasonable inferences in
plaintiff's favor, as summarized below.
December 14, 2015, the parties entered into an agreement
wherein defendant would conduct business as a
“non-exclusive reseller” of plaintiff's
microscopy products, services, and related accessories. (Doc.
#25-1 (“Vashaw Decl.”) ¶ 2). The agreement
became effective on January 1, 2016.
16 of the agreement, captioned “Applicable Law/Venue,
” states “the sole venue for arbitration or
actions arising from this Agreement shall be in the courts in
Westchester County, New York.” (Vashaw Decl. ¶ 4).
In subsection 21.03, captioned “Bench Trial, ”
the agreement provides:
Any dispute, controversy or claim (whether such claim sounds
in contract, tort or otherwise) arising out of or relating to
this Agreement (or the breach, termination or validity
thereof), or arising in any way out of the relationship of
the Parties will be settled by a ‘bench' trial . .
. in the courts of Westchester County, New York.
alleges defendant failed to meet its minimum purchase
requirements pursuant to the agreement and also owes
plaintiff an outstanding balance on the products it did
purchase. According to plaintiff, by 2017, defendant owed
approximately $1 million in arrearages. In 2018, after
learning defendant would not be able to meet its sales and
payment obligations, plaintiff allegedly provided defendant
notice of breach.
now contends the Court should enforce the forum selection
clause by dismissing this action so that it may proceed in a
New York State court in Westchester County.
Standard of Review
courts are courts of limited jurisdiction and lack the power
to disregard such limits as have been imposed by the
Constitution or Congress.” Durant, Nichols,
Houston, Hodgson, & Cortese-Costa, P.C. v. Dupont,
565 F.3d 56, 62 (2d Cir. 2009). A cause of action “is
properly dismissed for lack of subject matter jurisdiction
under Rule 12(b)(1) when the district court lacks the
statutory or constitutional power to adjudicate it.”
Nike, Inc. v. Already, LLC, 663 F.3d 89, 94 (2d Cir.
2011). The party invoking the Court's jurisdiction bears
the burden to establish that jurisdiction exists. Conyers
v. Rossides, 558 F.3d 137, 143 (2d Cir. 2009).
deciding whether subject matter jurisdiction exists at the
pleading stage, the Court “must accept as true all
material facts alleged in the complaint and draw all
reasonable inferences in the plaintiff's favor.”
Conyers v. Rossides, 558 F.3d at 143.
“However, argumentative inferences favorable to the
party asserting jurisdiction should not be ...